Fox Resources Ltd.
TSX VENTURE : FAX

August 03, 2011 17:30 ET

Fox Resources signs letter of intent to purchase oil and gas interests in Montana

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 3, 2011) - Fox Resources Ltd. (TSX VENTURE:FAX) announces that it has entered into a letter of intent to acquire all of the issued and outstanding membership interests of in Big Sky Operating LLC. ("Big Sky") (the "Acquisition"). Big Sky, a Montana limited liability company, is the legal and beneficial owner of certain oil and gas interests comprising approximately 100,000 net acres in Toole and Glacier counties, Montana, USA, of which Big Sky has a 33.3% working interest. In connection with the acquisition of Big Sky, Fox will undertake a concurrent private placement to raise minimum gross proceeds of $8,500,000. The funds will be used to fund the development of Big Sky's property interests, retire a $4 million debt of Big Sky as well as provide the required working capital to Big Sky to fund the oil exploration in Montana through 2011-2012.

Fox will issue 27 million shares to the members of Big Sky and 1,350,000 common shares to the lenders of Big Sky, subject to applicable TSX Venture Exchange ("TSXV") escrow requirements and applicable hold periods pursuant to securities legislation.

The Company and Big Sky are arm's length parties.

About Big Sky

Big Sky is an oil and gas exploration and development company based in Billings, Montana. Big Sky is focused primarily on the exploration and development of oil and gas in the Alberta Basin, commonly referred to as the Bakken source system. Since its organization, Big Sky has amassed a vast geological library identifying Bakken source system members. Accordingly, all leases acquired by Big Sky have been selected based on the analysis of geological data accumulated over the past several years. Big Sky's success in acquiring its leasehold interests has resulted in Big Sky becoming a significant player in the Montana Alberta Basin's emerging Bakken play. Other oil and gas companies active in Montana include Quick Silver Resources, Rosetta Resources, Newfield Exploration and Crescent Point Energy.

Big Sky has drilled two wells so far in 2011, and is planning to drill four more wells during the remainder of 2011 and the first quarter of 2012. The first two wells which were drilled have been cased and are awaiting fracture stimulation which is scheduled for the week of August 12, 2011. The third well is scheduled to be spud in the first week of September, 2011.

Board of Directors & Management

Following completion of the transaction with Big Sky, the Company's Board of Directors and management will consist of the following:

Sam (Bassam) Nastat: Director and President, Toronto, Ontario, Canada – Mr. Nastat has been involved in the natural resource capital markets for 20 years. His professional experience includes oil and gas exploration and production as well as mineral exploration and development. Mr. Nastat has 14 years of oilfield project development experience with CodeAmerica Investments LLC.

Milton Cox: Director and Chief Executive Officer, Olive Branch, MS, USA – Mr. Cox has 25 years of executive experience in resource investment management. From 1982 to present, he has been President of CodeAmerica Investments LLC. He holds an M.B.A. in finance from the University of Mississippi, a BSC Petroleum Geology Certificate from the University of Tulsa and is a member of the American Society of Mechanical Engineers.

Mark T. Brown: Director and Chief Financial Officer, Vancouver B.C., Canada – Mr. Brown is the President of Pacific Opportunity Capital Ltd. and acts as a Director and Chief Financial Officer of other Exchange listed Issuers, including Rare Element Resources Ltd. Mr. Brown has a Bachelor of Commerce from the University of British Columbia and qualified as a Chartered Accountant while working with PricewaterhouseCoopers in 1993.

Desmond Balakrishnan: Director, Vancouver B.C., Canada – Mr. Balakrishnan is a lawyer and has practiced law as a partner at a national law firm since February 2002. He received his Law degree from the University of Alberta in April 1997 and was called to the British Columbia Bar in May 1998. Mr. Balakrishnan acts as a director and officer of a number of public companies including Aroway Energy Inc., Great Canadian Gaming Corporation and Electric Metals Inc.

George Robinson: Director and Executive Vice President, Billings, MT, USA – Since 1999 Mr. Robinson has been a managing partner in Robinson Oil and Gas LLC with principal offices in Billings Montana. Robinson Oil & Gas is an exploration and development and operating company with primary focus in the Williston Basin and Sweet Grass Arch in north central Montana. Prior to founding Robinson Oil & Gas Mr. Robinson had over 20 years of executive management experience with Major independent oil companies, Hunt Energy Corporation, Dart Oil & Gas Corporation, and Dominion Exploration Company.

Additional directors will be added to the Board of Directors to ensure certain regulations are met.

Financing

Fox will complete a minimum of $8.5 million financing in order to complete the transaction. Pricing and specific terms of the offering will be announced shortly.

Other Information

The acquisition of Big Sky and its oil and gas interests and the changes in management of the Company will constitute a reverse take-over pursuant to the policies of the TSXV and will therefore be subject to certain approvals, including TSXV and shareholder approval of the transaction.

The Company will be seeking an exemption from the requirements for sponsorship in connection with the transaction based on the experience of the directors and management and the location of the project.

At the discretion of the board, the Company is contemplating a name change from Fox Resources Ltd. to a name that will be more identifiable with the oil and gas industry.

As required by the policies of the Exchange and as a component of the Company's due diligence, the Company has commissioned a National Instrument 51-101 technical report prepared for the Big Sky oil and gas interests.

Completion of the transaction is subject to a number of conditions, including Exchange acceptance and disinterested Shareholder approval. The transaction cannot close until the required Shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the Filing Statement to be prepared in connection with the transaction, any information released or received with respect to the COB may not be accurate or complete and should not be relied upon. Trading in the securities of Fox Resources Ltd. should be considered highly speculative.

The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

On behalf of the Board,

"Mark T. Brown"
Mark T. Brown, CA
Director, President

This press release contains "forward-looking information". Such forward-looking statements reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions, including, the risks and uncertainties outlined in our most recent financial statements and reports and registration statement filed with the Canadian securities administrators (available at www.sedar.com). Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Fox Resources Ltd.
    Mark T. Brown
    President
    (604) 687-3520
    (604) 688-3392 (FAX)